Evotec Announces Its Intent to Acquire Cyprotex Plc

Acquisition would add world-leading high-quality ADME-Tox services and strengthen Evotec’s leadership in drug discovery
– Evotec will pay approximately £ 55.36 m (EUR 62.00 m) in cash for the full share capital of Cyprotex and funding of all existing debt of the AIM-listed company

– Evotec will pay approximately £ 55.36 m (EUR 62.00 m) in cash for the full share capital of Cyprotex and funding of all existing debt of the AIM-listed company– Proposed acquisition, unanimously recommended by the board of Cyprotex, is expected to close before year-end 2016

Evotec AG (Frankfurt Stock Exchange: EVT, TecDAX, ISIN: DE0005664809) today announced that it has made an offer to acquire Cyprotex PLC (“Cyprotex”, AIM: CRX-GB), a specialist pre-clinical contract research organisation in ADME-Tox and DMPK. Cyprotex serves the industry’s increasing requirement for earlier drug screening, regulatory requirements and reducing the reliance on animal testing.

The proposed acquisition, which has been unanimously recommended by the board of Cyprotex, is expected to close before year-end 2016. Evotec will pay approximately £ 55.36 m (EUR 62.00 m; £/EUR exchange rate of 1.12) in cash for the acquisition of all 26.1 million issued and to be issued Cyprotex shares and the funding of all existing company debt. The offer of 1.60 £ per Cyprotex share reflects a 9.4% premium to the VWAP of the past 30 trading days at AIM. The offer is intended to be implemented by a scheme of arrangement regulated by the UK takeover code, with already >50% shares secured irrevocable. The acquisition will add to Evotec’s revenues and be accretive to Evotec’s 2017 EBITDA.

Cyprotex is the world’s largest contract research organisation specialising in pre-clinical ADME-Tox and DMPK serving the Pharmaceutical, Chemical, Agrochemical and Cosmetics markets. Cyprotex, headquartered in the UK, was founded in 1999 and is publicly traded on AIM (CRX). It has 136 employees working from sites at Macclesfield and Alderley Park, both of which are located near Manchester in the UK, and at Watertown, MA, and Kalamazoo, MI, in the USA. With more than 1,500 partners, Cyprotex has a very strong customer network. Cyprotex reported H1 2016 revenues of £ 8.73 m (EUR 9.78 m) (H1 2015: £ 6.93 m (EUR 7.76 m)) with an underlying EBITDA of £ 2.34 m (EUR 2.62 m) (H1 2015: £ 1.10 m (EUR 1.23 m)).

Sharpening Evotec’s leadership role in drug discovery The acquisition strengthens Evotec’s high-end drug discovery platform and capabilities with access to the market’s most industrialised ADME-Tox platform and proven expertise in in vitro ADME screening, mechanistic and high-content toxicology screening and predictive modelling.

This perfectly augments Evotec’s drive for innovation efficiency in drug discovery by enabling its partners to make early informed decisions on a molecule’s suitability for further development. The Cyprotex platform can be leveraged in a high-throughput manner or to support integrated drug discovery projects.

Dr Mario Polywka, Chief Operating Officer of Evotec, commented: “The ability to test or predict a molecule’s suitability as a drug at an early stage is critical in the drive to increase the efficiency of drug discovery.

The proposed acquisition of Cyprotex is a completely logical step to strengthen Evotec’s position as the world’s leading partner of choice for driving such efficiencies in drug discovery to the industry. The proven technology platform of Cyprotex and its expert and dedicated employees will be a strong addition to our best-in-class drug discovery platform and resources.

We also expect that both organisations will leverage their extensive partner networks to identify further commercial synergies.”

Dr Werner Lanthaler, Chief Executive Officer of Evotec, added: “Our focus to make the most innovative and capital efficient drug discovery platform will be perfectly extended by Cyprotex. Given our strong performance over the last years, a very good outlook of our business into the coming years, and the commercial profile of Cyprotex we also feel very comfortable in using the cash on our strong balance sheet for this accretive acquisition. We are very much looking forward to welcoming the employees of Cyprotex within the Evotec Group after closing of the transaction.”